Jenoptik Hub - General Terms and Conditions (GTC)
1. Introduction
The Jenoptik Hub is an online customer portal provided by JENOPTIK AG (hereinafter referred to as "JENOPTIK") through which customers can access various services and functions provided by Jenoptik companies and communicate with Jenoptik companies.
2. Applicability
2.1. The use of the Jenoptik Hub and all services and functions offered through it are governed exclusively by the following GTC and any supplementary GTC or terms of use of the respective service or function. By registering in the Jenoptik Hub and using the services and functions offered, the user accepts these GTC on behalf of the company represented by him. The company itself becomes the contractual partner of this agreement (hereinafter referred to as "Contractual Partner"). Deviating or supplementary terms and conditions of the Contractual Party shall not apply unless JENOPTIK expressly agrees to them in writing.
2.2. JENOPTIK reserves the right to modify or amend these GTC and any supplementary GTC or terms of use of the respective services and functions at any time with effect for the future, provided that such modifications or amendments do not unfairly prejudice the Contractual Partner´s legitimate interests. JENOPTIK shall notify the Contractual Partner of any modifications or amendments the GTC and terms of use in a timely manner, with a minimum notice period of two weeks prior to the effective date of the amended or modified terms, by sending an e-mail to the e-mail address provided during registration or by posting a notice within the portal.
If the Contractual Partner does not object to the modified or amended GTC within two weeks of receipt of the notification of amendment, the amended GTC shall be deemed accepted. If the Contractual Partner exercises its right of objection, this agreement shall end on the date on which the modified or amended GTC come into force. In the event of an objection, JENOPTIK is authorised to block the company profile and all associated employee accounts at this time and to delete them after a reasonable period of time.
3. Subject matter of the contract / costs / support
3.1. The subject of this agreement is the provision of browser-based access via the internet to the online portal "Jenoptik Hub" in the current version after registration of a company profile and activation of at least one employee account. The portal provides the user with centralised access to various services and functions offered by JENOPTIK and Jenoptik companies as well as the user account management.
3.2. Access to the Jenoptik Hub itself is provided free of charge to the respective Contractual Partner. However, access to and use of the services and functions available through the Jenoptik Hub may be subject to fees or charges. The applicable fees and charges shall be governed by the supplementary GTC or terms of use of the respective service or function, which shall be made available to the Contractual Partner prior to use.
3.3. JENOPTIK shall set up a support service for enquiries from the Contractual Partner regarding software functions. Enquiries can be made via the contact option provided on the portal website.
4. Registration / User accounts / User administration
4.1. Use of the portal limited to companies which are business partners of one of the Jenoptik companies and whose company profile has been approved by JENOPTIK. At least one employee account with administrator rights must be created for a company profile. The registration of a company profile and the creation of the necessary employee account with administrator rights requires at least the specification of the official name of the company, the complete company address, the name of the contact person with his/her valid e-mail address and telephone number, as well as the selection of a secure password. In addition, all information marked as mandatory must be provided accurately and completely.
4.2. Subordinate employee accounts can be created and managed independently under the company profile. Access to an employee account may only be granted to employees of the registered company and its affiliated companies (as defined in Section 15 of the German Stock Corporation Act). The contractual partner shall be fully responsible for all activities conducted through the created employee accounts. This applies in particular to compliance with these GTC and any supplementary GTC or terms of use and all applicable laws. The Contractual Partner shall ensure that employees acknowledge and comply with these GTC and any supplementary GTC or terms of use. The contractual partner is obliged to deactivate an employee account independently as soon as the requirements specified here are no longer met. In the event of a breach through an employee account, the Contractual Partner shall be liable to JENOPTIK for any resulting damages and undertakes to indemnify JENOPTIK against all third-party claims resulting from the use of the employee accounts.
4.3. The Contractual Partner shall be obliged and shall obligate the respective employees to keep the access data (including passwords) confidential and to protect them from unauthorised access by third parties. If the Contractual Partner suspects that access data is being used without authorisation, the Contractual Partner shall be obliged to deactivate the employee account, notify JENOPTIK immediately and change the password without delay.
5. Duties and responsibilities of the contractual partner
5.1. The Contractual Partner shall be obliged and shall obligate its employees to provide truthful and complete information when registering and using the portal. Furthermore, the Contractual Partner shall be responsible for ensuring that such information remains up-to-date and accurate throughout the entire duration of its use of the Portal.
5.2. All applicable statutory legal provisions must be observed when using the portal. This includes, but is not limited to, laws on data protection, copyright, trade mark law, competition law and criminal law. In particular, the following is prohibited:
- Uploading or disseminating content that infringes on third-party copyrights, trademarks, or other intellectual property rights, including trade or business secrets.
- Processing personal data of third parties without their consent or a valid legal basis, including publishing or disseminating such data.
- Uploading or distribution of viruses, Trojans, worms or other programs that could compromise the functionality of the portal or other users´ computer systems.
- The use of the portal to send unsolicited advertising or spam to other users.
- Taking measures that aim to overload, disrupt, or damage the portal's infrastructure, including the use of automated systems or scripts that utilize the portal's services in a way that exceeds normal use.
- Impersonating another person or using someone else's user account is not permitted.
6. Liability / Indemnity
6.1. JENOPTIK shall be liable without limitation for damages suffered by the Contractual Partner that were caused by intent or gross negligence on the part of JENOPTIK, its legal representatives or agents.
In case of slight negligence, JENOPTIK shall only be liable if an material contractual obligation (Kardinalpflicht) has been breached, i.e. an obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the Contractual Partner may regularly rely. In such cases, liability shall be limited to the foreseeable damage typical of the contract.
Liability for damages resulting from injury to life, body or health remains unaffected by the above limitations of liability. Liability under the German Product Liability Act and liability arising from a guarantee assumed by JENOPTIK shall also remain unaffected.
In all other cases, JENOPTIK's liability shall be excluded.
6.2. The portal may contain third-party content, in particular from other users, as well as links to external third-party websites. JENOPTIK assumes no liability for the accuracy, completeness, timeliness or legality of the content posted by third parties or for content on linked external websites. JENOPTIK is not responsible or liable for such content.
6.3. The Contractual Partner shall indemnify and hold harmless JENOPTIK against all third-party claims asserted against JENOPTIK insofar as these claims are related to a breach by the Contractual Partner or its employees of these GTC or any supplementary GTC or terms of use of the services and functions or to a breach of applicable laws. The indemnification obligation shall also include the costs of a reasonable legal defense.
6.4. JENOPTIK endeavours to ensure the maximum possible availability of the portal. However, uninterrupted availability of the portal cannot be guaranteed, in particular due to technical faults, maintenance work or force majeure. The Contractual Partner is not entitled to claim continuous, uninterrupted availability of the portal.
7. Data protection / confidentiality
7.1. The data protection conditions available on the portal apply.
7.2. JENOPTIK undertakes to maintain confidentiality about all confidential information (including trade and business secrets) that JENOPTIK becomes aware of in connection with this contract and its execution and not to disclose, pass on or otherwise use such information to third parties. Confidential information is information that is labelled as confidential or whose confidentiality is apparent from the circumstances, regardless of whether it has been communicated in written, electronic, embodied or oral form. The confidentiality obligation shall not apply if JENOPTIK is obliged to disclose the confidential information by law or on the basis of an official or court decision.
8. Term / Termination
8.1. Unless otherwise notified by JENOPTIK when the company profile is activated or at any later point in time, access to the portal is granted for an indefinite period of time. JENOPTIK may terminate this agreement at any time with a notice period of 4 weeks and deactivate the company profile or delete it after a reasonable period of time.
8.2. The Contractual Partner can have the company profile deleted at any time without notice by notifying JENOPTIK in text form, thereby terminating this agreement.
8.3. When the company profile is deactivated or deleted, all associated employee accounts are also deactivated or deleted. This also applies to all content and settings under the respective company profile or employee account. For the services and functions accessible via the portal, the respective supplementary terms of use apply with regard to any termination or deletion.
9. Final provisions
9.1. German law shall apply to the exclusion of the conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Convention)
9.2. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract or the use of the portal is Jena, Germany.
9.3. Should individual provisions of this contract be invalid or unenforceable, this shall not affect the validity of the remaining provisions. The parties shall replace such provisions with valid and enforceable provisions that come as close as possible to the meaning and economic purpose as well as the intention of the parties at the time the contract was concluded. The same shall apply in the event of a gap in the contract.
9.4. Operator / Publisher / Responsible / Contact
JENOPTIK AG
Carl-Zeiß-Straße 1
07743 Jena, Germany
represented by the Management Board:
Dr Stefan Traeger (Chairman), Dr Prisca Havranek-Kosicek, Dr Ralf Kuschnereit,
registered in the commercial register at Jena Local Court, HRB 200146
Sales tax identification number: DE 150524241